10-K405/A

   1
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                  FORM 10-K/A-1


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED JANUARY 29, 2000

                           COMMISSION FILE NO. 1-6695

                              ---------------------

                               JO-ANN STORES, INC.
             (Exact name of Registrant as specified in its charter)


             OHIO                                         34-0720629
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

 5555 DARROW ROAD, HUDSON, OHIO                             44236
(Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (330) 656-2600

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                       NAME OF EACH EXCHANGE
        TITLE OF CLASS                                  ON WHICH REGISTERED
        --------------                                 ---------------------

Class A Common Stock, Without Par Value               New York Stock Exchange
Class B Common Stock, Without Par Value               New York Stock Exchange

                              ---------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|

         As of April 14, 2000, there were 9,155,656 shares of Class A Common
Stock and 8,843,748 shares of Class B Common Stock outstanding and the aggregate
market value of these Common Shares (based upon the closing price on April 14,
2000 of these shares on the New York Stock Exchange) of the Registrant held by
persons other than affiliates of the Registrant was approximately $117.2
million.

         Documents incorporated by reference:

         Portions of the following documents are or will be incorporated by
reference:

         Proxy Statement for 2000 Annual Meeting of Shareholders--Items 10, 11
and 12 of Part III.

================================================================================

   2


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



Exhibit 27  -  Financial Data Schedule

         The Registrant hereby amends its previously filed Annual Report on Form
10-K for the fiscal year ended January 29, 2000 for the sole purpose of
correcting "Income Continuing" and "Net Income" in Exhibit 27.





                                       1
   3


                                   SIGNATURES


         Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                       JO-ANN STORES, INC.


Date:  July 11, 2000                   /s/ Brian P. Carney
                                       ------------------------------
                                       By: Brian P. Carney
                                       Executive Vice President and
                                       Chief Financial Officer
                                       (Chief Accounting Officer)


                                       2

EX-27

 

<ARTICLE> 5

<MULTIPLIER> 1,000

                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JAN-29-2000
<PERIOD-START>                             JAN-31-1999
<PERIOD-END>                               JAN-29-2000
<CASH>                                          21,400
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                    458,900
<CURRENT-ASSETS>                               508,000
<PP&E>                                         316,500
<DEPRECIATION>                                 121,800
<TOTAL-ASSETS>                                 757,000
<CURRENT-LIABILITIES>                          208,100
<BONDS>                                        245,200
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         1,000
<OTHER-SE>                                     268,500
<TOTAL-LIABILITY-AND-EQUITY>                   757,000
<SALES>                                      1,381,500
<TOTAL-REVENUES>                             1,381,500
<CGS>                                          748,100
<TOTAL-COSTS>                                1,313,900
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              26,200
<INCOME-PRETAX>                                 41,400
<INCOME-TAX>                                    15,700
<INCOME-CONTINUING>                             25,700
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    25,700
<EPS-BASIC>                                       1.41
<EPS-DILUTED>                                     1.38